UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2001
Commission File No. 000-27339
BEPARIKO BIOCOM
(Exact name of registrant as specified in its charter)
Nevada 88-0426887
(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.)
150 West 46th Street, 5th Floor, New York, New York 10034
(Address of Principal Executive Offices)
(917) 450-8997
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
The number of shares outstanding of the Registrant's $0.001 par value common
stock on September 30, 2001 was 5,750,000.
Transitional Small Business Disclosure format (check one):
Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Bepariko Bicom
Las Vegas, Nevada
I have audited the accompanying balance sheets of Bepariko Biocom (a
development stage company), as of September 30, 2001 and September 30, 2000 and
the related statement of stockholders' equity for September 30, 2001 and
statements of operations and cash flows for each of the nine months ended
September 30, 2001 and September 30, 2000 and the period April 2, 1997
(inception) to September 30, 2001. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Bepariko Biocom as
of September 30, 2001 and September 30, 2000 and the related statement of
stockholders' equity for September 30, 2001 and statements of operations and
cash flows for each of the nine months ended September 30, 2001 and September
30, 2000 and the period April 2, 1997 (inception) to September 30, 2001 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has had no operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters are also
described in Note 5. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Kurt D. Saliger, C.P.A.
November 17, 2001
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BEPARIKO BIOCOM
( A Development Stage Company )
BALANCE SHEETS
ASSETS
September 30, September 30,
2001 2000
CURRENT ASSETS
Cash $ 0 $ 0
Accounts Receivable $ 250,000 $ 0
--------- ---------
TOTAL CURRENT ASSETS $ 250,000 $ 3,500
--------- ---------
TOTAL ASSETS $ 250,000 $ 3,500
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 166,281 $ 3,100
Notes payable 310,000 0
--------- ---------
TOTAL CURRENT LIABILITIES $ 476,281 $ 3,100
STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value authorized 10,000,000
shares; issued and outstanding at Sept. 30, 2001
none
$ 0 $ 0
Common Stock, $.001 par value authorized 100,000,000
shares; issued and outstanding at
Sept. 30, 2000 5,750,000 shares
Sept. 30, 2001 5,750,000 shares $ 5,750 $ 5,750
Additional Paid In Capital $ 342,324 $ 32,324
Deficit Accumulated During Development Stage ($ 574,355) ($ 37,674)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY ($ 226,281) $ 400
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 250,000 $ 3,500
========= =========
See accompanying notes to financial statements.
-3-
BEPARIKO BIOCOM
(A Development Stage Company)
STATEMENT OF OPERATIONS
April 2, 1997
Nine Months Nine Months (inception)
Ended Sept. 30, Ended Sept. 30, to Sept. 30,
2001 2000 2001
INCOME
Revenue $ 0 $ 0 $ 0
------------ ------------ ------------
TOTAL INCOME $ 0 $ 0 $ 0
EXPENSES
General, Selling and Administrative $ 223,181 $ 18,100 $ 264,205
Amortization $ 0 $ 0 $ 150
Interest expense $ 310,000 $ 0 $ 310,000
------------ ------------ ------------
TOTAL EXPENSES $ 533,181 $ 18,100 $ 574,355
------------ ------------ ------------
NET PROFIT (LOSS) ($ 533,181) ($ 18,100) ($ 574,355)
============ ============ ============
NET PROFIT (LOSS)
PER SHARE ($ 0.0927) ($ 0.0031) ($ 0.1000)
============ ============ ============
AVERAGE NUMBER OF SHARES
OF COMMON STOCK
OUTSTANDING 5,750,000 5,750,000 5,750,000
============ ============ ============
See accompanying notes to financial statements.
-4-
BEPARIKO BIOCOM
(A Development Stage Company)
STATEMENT OF OPERATIONS
April 2, 1997
Three Months Three Months (inception)
Ended Sept. Ended Sept. to Sept. 30,
30, 2001 30, 2000 2001
INCOME
Revenue $ 0 $ 0 $ 0
----------- ----------- -----------
TOTAL INCOME $ 0 $ 0 $ 0
EXPENSES
General, Selling and Administrative $ 133,079 $ 1,000 $ 264,205
Amortization $ 0 $ 0 $ 150
Interest expense $ 155,000 $ 0 $ 310,000
----------- ----------- -----------
TOTAL EXPENSES $ 288,079 $ 1,000 $ 574,355
----------- ----------- -----------
NET PROFIT (LOSS) ($ 288,079) ($ 1,000) ($ 574,355)
=========== =========== ===========
NET PROFIT (LOSS)
PER SHARE ($ 0.0501) ($ 0.0002) ($ 0.1000)
=========== =========== ===========
AVERAGE NUMBER OF SHARES
OF COMMON STOCK
OUTSTANDING 5,750,000 5,750,000 5,750,000
=========== =========== ===========
See accompanying notes to financial statements.
-5-
BEPARIKO BIOCOM
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
September 30, 2001
Common Stock (Deficit)
----------------------------- Accumulated
Additional During
Number of Paid In Development
Shares Amount Capital Stage
----------------------------------------------------------------
Balance, December 31, 1998 750,000 $ 750 $ 17,324 ($ 17,976)
Net Loss,
December 31, 1999 ($ 1,598)
----------- ----------- ----------- -----------
Balance, December 31, 1999 750,000 $ 750 $ 17,324 ($ 19,574)
Issued for Cash
January 21, 2000 5,000,000 $ 5,000 $ 15,000 $ 0
Net Loss,
December 31, 2000 ($ 21,600)
----------- ----------- ----------- -----------
Balance, December 31, 2000 5,750,000 $ 5,750 $ 32,324 ($ 41,174)
Beneficial Conversion Discount 0 $ 0 $ 310,000 $ 0
Net Loss,
Sept. 30, 2001 ($ 533,181)
----------- ----------- ----------- -----------
Balance, Sept. 30, 2001 5,750,000 $ 5,750 $ 342,324 ($ 574,355)
================================================================
See accompanying notes to financial statements.
-6-
BEPARIKO BIOCOM
(A Development Stage Company)
STATEMENT OF CASH FLOWS
April 2, 1997
Nine Months Nine Months (inception)
Ended Sept. 30, Ended Sept. 30, to Sept. 30,
2001 2000 2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) ($ 533,181) ($ 18,100) ($ 574,355)
Adjustment to reconcile net loss to net cash
provided by operating activities
Amortization of discount $ 310,000 $ 0 $ 310,000
Amortization $ 0 $ 0 $ 150
Officer Advances $ 0 $ 1,600 $ 7,300
Accounts Receivable $ 0 $ 0 $ 0
Accounts Payable $ 163,181 $ 0 $ 158,981
Organization Costs ($ 150)
--------- --------- ---------
Net cash used in operating activities ($ 60,000) ($ 16,500) ($ 98,074)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Advances ($ 250,000) $ 0 ($ 250,000)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Issue Common Stock $ 0 $ 20,000 $ 38,074
Issuance of convertible debt and warrants $ 310,000 $ 0 $ 310,000
--------- --------- ---------
Net cash provided by financing activities $ 310,000 $ 20,000 $ 348,074
--------- --------- ---------
Net increase (decrease) in cash $ 0 $ 3,500 $ 0
Cash, Beginning of Period $ 0 $ 0 $ 0
--------- --------- ---------
Cash, End
of Period $ 0 $ 3,500 $ 0
========= ========= =========
See accompanying notes to financial statements.
-7-
BEPARIKO BIOCOM
(A Development Stage Company)
STATEMENT OF CASH FLOWS
April 2, 1997
Three Months Three Months (inception)
Ended Sept. 30, Ended Sept. 30, to Sept. 30,
2001 2000 2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) ($ 288,079) ($ 1,000) ($ 574,355)
Adjustment to reconcile net loss to net cash
provided by operating activities
Amortization $ 0 $ 0 $ 150
Officer Advances $ 0 $ 0 $ 7,300
Accounts Receivable $ 0 $ 0 $ 0
Accounts Payable $ 132,553 $ 0 $ 158,981
Organization Costs $ 0 $ 0 ($ 150)
Amortization of discount $ 155,000 $ 0 $ 310,000
----------- ----------- -----------
Net cash used in operating activities ($ 526) ($ 1,000) ($ 98,074)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Advances $ 0 $ 0 ($ 250,000)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issue Common Stock $ 0 $ 0 $ 38,074
Issuance of convertible debt and warrants $ 0 $ 0 $ 310,000
----------- ----------- -----------
Net cash provided by financing activities $ 0 $ 0 $ 348,074
----------- ----------- -----------
Net increase (decrease) in cash ($ 526) ($ 1,000) $ 0
Cash, Beginning of Period $ 526 $ 4,500 $ 0
----------- ----------- -----------
Cash, End
of Period $ 0 $ 3,500 $ 0
=========== =========== ===========
See accompanying notes to financial statements.
-8-
BEPARIKO BIOCOM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2001 and September 30, 2000
NOTE 1 - ORGANIZATION AND ACCOUNTING POLICIES
The Company was incorporated April 2, 1997 under the laws of the State
of Nevada. The Company was organized to engage in any lawful activity. The
Company currently has no operations and, in accordance with SFAS #7, is
considered a development stage company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method of
accounting.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest bearing
bank that currently does not exceed federally insured limits. For
the purpose of the statements of cash flows, all highly liquid
investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of Sept. 30, 2001 or as of Sept. 30, 2000.
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes. A
deferred tax assets or liability is recorded for all temporary
differences between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
-9-
BEPARIKO BIOCOM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2001 and September 30, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Reporting on Costs of Start-Up Activities
In April 1998, the American Institute of Certified Public
Accountants issued Statement of position 98-5 ("SOP 98-5"),
"Reporting the Costs of Start-up Activities" which provides
guidance on the financial reporting of start-up costs and
organizational costs. It requires costs of start-up activities and
organizational costs to be expensed as incurred. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998 with
initial adoption reported as the cumulative effect of a change in
accounting principle.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilutive common stock equivalents had been converted to common
stock. As of September 30, 2001 the Company had no dilutive common
stock equivalents such as stock options.
Year End
The Company has selected December 31st as its fiscal year end.
Year 2000 Disclosure
The year 2000 issue had no effect on the Company.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the year ended December
31, 2000. The Company's total deferred tax asset as of December
31, 2000 is as follows:
Net operating loss carry forward $41,174
Valuation allowance $41,174
Net deferred tax asset $ 0
The federal net operating loss carry forward will expire in 2017
to 2019.
-10-
BEPARIKO BIOCOM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2001 and September 30, 2000
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the Company consists of 100,000,000
shares with a par value of $0.001 per share.
On July 24, 1997 the Company issued 750,000 shares of its $0.001
par value common stock in consideration of $18,074 in cash to its
directors.
On January 21, 2000 the Company completed a public offering that
was registered with the State of Nevada pursuant to N.R.S. 90.490
and was in compliance with federal registration pursuant to the
Form SB-2 filed with the Securities and Exchange Commission being
declared effective on December 22, 1999. Subsequently, the Company
sold 5,000,000 shares of its common stock at a share price of
$0.004 per share for a total of $20,000 cash.
Preferred Stock
The authorized preferred stock of the Company consists of
10,000,000 shares with a par value of $0.001 per share.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
does not have significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern.
-11-
BEPARIKO BIOCOM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2001 and September 30, 2000
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property.
An officer of the Company provides office services without charge.
Such costs are immaterial to the financial statements and
accordingly, have not been reflected therein. The officers and
directors of the Company are involved in other business
opportunities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting between
the Company and their other business interests. The Company has
not formulated a policy for the resolution of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are 155,000 warrants outstanding to acquire shares of common
stock at an exercise price of $2.50 per share expiring on or
before April 30, 2004. There are no warrants or options
outstanding to acquire any additional shares of preferred stock.
NOTE 8 - OFFICER ADVANCES
While the Company was seeking additional capital to advance its
business plan, an officer of the Company has advanced funds on
behalf of the Company to pay for any costs incurred by it. These
funds are interest free.
NOTE 9 - SUBSEQUENT EVENT
As reported by the Company in its Quarterly Report on Form 10-QSB for the period
ended March 31, 2001, filed with the Commission on May 21, 2001, on March 15,
2001, the Company announced that it had entered into a definitive agreement (the
"Acquisition Agreement") with the shareholders of Global Genomics Capital, Inc.
("GGC"), a California company, to acquire all of the issued and outstanding
shares of GGC in exchange for the issuance by the Company of approximately 9.1
million shares in its capital. The Company and the shareholders of GGC have now
terminated the Acquisition Agreement.
NOTE 10 - NOTES PAYABLE
In April 2001, the Company entered into financing arrangements for an aggregate
of $310,000 with unrelated parties (the "Lenders") and issued Series 1
Promissory Notes (the "Series 1 Promissory Notes") to evidence such borrowings.
The Series 1 Promissory Notes bear interest at a rate of 10% per annum
calculated annually. The Series 1 Promissory Notes are due and payable on or
before the date (the "Due Date") which is the earlier of (i) September 1, 2001,
and (ii) the date that the Company completes the acquisition of all the GGC
shares. In addition, the company granted to the Lenders, warrants to purchase an
aggregate of 155,000 shares of the Company's Common Stock at an exercise price
of $2.50 per share. The Series 1 Promissory Notes carry a right of set-off,
which provides that the Lenders may set-off the principal amount of the Series 1
Promissory Notes against a subscription for shares of the Company's Common Stock
at an issue price of $2.50.
Under Emerging Issues Task Force ("EITF") 00-27: Application of Issue No. 98-5
to Certain Convertible Instruments the Company has allocated the proceeds from
issuance of the convertible Series 1 Promissory Notes and warrants based on a
fair value basis of each item. Consequently, the convertible Series 1 Promissory
Notes were recorded at a discount. An additional beneficial conversion discount
was recorded since the Series 1 Promissory Notes were convertible into common
shares of stock at a rate of $2.50 per share while the prevailing common stock
share price was $5.00. Under EITF 00-27 the note discounts are being amortized
over the four month period from the date of issuance to the stated redemption
date of the notes which is September 1, 2001. During the third quarter of 2001
the Company recognized $155,000 of interest expense.
-12-
BEPARIKO BIOCOM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2001 and September 30, 2000
NOTE 11 - CORRECTION OF AN ERROR
The original financial statements issued for these periods have been corrected
to conform them to generally accepted accounting principles.
The corrections involve applying Emerging Issues Task Force ("EITF") 00-27:
Application of Issue No. 98-5 to Certain Convertible Instruments and the Company
has now allocated the proceeds from issuance of the convertible Series 1
Promissory Notes and warrants based on a fair value basis of each item.
Consequently, the convertible Series 1 Promissory Notes have been recorded at a
discount. An additional beneficial conversion discount has been recorded since
the Series 1 Promissory Notes were convertible into common shares of stock at a
rate of $2.50 per share while the prevailing common stock share price was $5.00.
Under EITF 00-27 the note discounts amounting to $310,000 now have been
amortized over the four-month period from the date of issuance to the stated
redemption date of the notes which is September 1, 2001.
The Company has also reclassified certain items on its statements of cash flows
to conform with the presentation required by Statement of Financial Accounting
Standard No. 95, Statement of Cash Flows.
-13-
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
BEPARIKO BIOCOM
(Company)
Date: June 6, 2002 By: /s/ "Cecile Coady"
-------------------------
Cecile Coady
President
-14-